I Am Woman
by donki-shouben
Summary: When Ben is put out of commission, it's Gwen to the rescue! But when Gwen puts on The Omnitrix, the results are not what anyone least of all Ben or the aliens expected! Rated T for a reason.


Ben 10

I Am Woman

By Shawn Q. Evans

Ben 10 and all related characters are copyright Cartoon Network

"Come on, I'll take you all on!", shouted FourArm, as he attacked his enemies.

But just as quickly as Four Arm took down one alien invader, two more took its place.

Soon, the tough, mutated boy formerly known as Ben was surrounded.

After alien laser fire cut him down, Ben reverted to his human, 10-year old form.

As the aliens' leader advanced on the injured Ben, alien technology sent tentacles shooting out of the leader's weapons pack which cut the Omnitrix from Ben's wrist.

However, before the leader of the extraterrestial pack could collect his weaponous bounty, a cry rang out.

"Ben!"

It was Ben's cousin, Gwen.

She leaped to Ben's defense, scattering the surprised aliens who couldn't believe the bravery shown by the young girl.

With her improvised bo staff, she soon cleared a path to her wounded cousin.

With a quick shove, she cleared the tentacles away from Ben's body, the selfsame tentacles which had been reclaiming the Omnitrix for its alien masters. The tentacles dropped the Omnitrix.

Bereft of a host, the Omnitrix immediately attached itself to the nearest body - Gwen's!

"AH!", yelled Gwen.

"Young human fool!", cried the alien leader.

"We can remove the Omnitrix from you just as easily as the male! Get her!" barked the interstellar assassin.

"No you won't!", replied a defiant Gwen.

"Here goes nothing", Gwen prayed, as she turned the dial on the device.

"AhhhOooEeee", Gwen screamed as her body changed around her.

"This is pretty weird", she said to herself as she surveyed her new form. It was similar to, and yet quite different, from any Ben had metamorphosized into. Which was she? XLR8? Upgrade? That pointy-headed guy? She felt kind of silly she had never bothered to learn all their names. It just isn't something young girls do - alien names were more for dorks like Ben. Or was she a weirdo combo of a few of them, all mashed together?

She soon got her answer, though.

"Aieee!", screamed an alien fighter. "A female!"

"They're much more horrible than the males! Run!" screamed another.

"No, you fools! Come back! You will all pay for deserting me!" hissed the leader.

"She's not so tough", said the leader, cooly, as he spied Gwen's alien form and aimed his weapon at her.

Just then the newly-powered Gwen spread her growing arms (Tentacles? Appendages?) and swept the entire warehouse in one smooth motion, hitting the alien commander and the few aliens left with the force of an Abrams tank.

"On your feet!", ordered the commander as he got up. "We can still defeat her!"

"No! Look!", a fearful alien replied. "She's shedding! Run!"

"What are you babbling abou..." asked the alien commander, the query freezing in his throat as he turned to "Gwen" and saw what had caused the fear in the alien fighter's voice.

"Gwen"'s alien form had turned into a red, mucousy substance and oozed all over the remaining aliens, trapping them.

As they frantically tried to free themselves, the alien leader said what they were all thinking.

"Run! Save yourselves!"

When the last of the aliens escaped, a tired Gwen changed back to human form and collapsed next to Ben.

"Ohhhhh. Don't feel so good", whispered the young hero.

Ben, feeling her weight against him, finally roused himself.

Ben, with a onetrack mind, expressed his essential Benness and focused on his prize possession - the Omnitrix. It was smoking and sputtering, and hanging on Gwen's wrist by a thread.

"Hey! What'd you do to the Omnitrix?", yelled Ben, accusingly.

Ben snatched the Omnitrix from Gwen's wrist. It then leaped on Ben's wrist and seemingly restored itself.

"Oh wow! It's okay! I was so worried!", exclaimed Ben.

"Ben!", erupted an older voice. It was Ben & Gwen's grandfather.

"What happened to Gwen?", demanded Grandpa Max.

"What? I didn't...they were all around me! That's the last thing I remember! Honest!" said Ben, apologetically.

Then Ben sees it - red stains on Gwen's pants. "Is that blood?", he asked himself.

As Ben wheels around the warehouse, he sees many more red stains. Paint? Red alien snot?

"Gwen? Honey? Are you okay?", asked Granddad, tenderly.

"Ohh, what are you guys looking at?", inquired Gwen, as she opened her eyes.

"How do you feel, baby?", her relieved grandfather asked.

"I feel okay. And I'm not a baby!", replied Gwen.

As her grandfather helps Gwen to her feet, He says "No. No. Of course not. Not any more."

"What does that mean?", asked a confused Ben.

"Only that Gwen's going through some changes, that's all.", answered Grandpa Max.

"What kind of changes?", asked Ben.

"Never mind, Ben.", Granddad tersely replied.

"Would it have anything to do with the hair above her lip?", Ben smart alecky replied.

"I do not have hair on my lip, Ben Tennyson! Take that back!", said Gwen, an air of threat in her voice.

"Sure you do! Right here!", said Ben, pointing above the lip.

"Granddad!", yelped Gwen.

"Stop fighting, you two!", replied the older man.

" I just don't get it! What's with all the weird red stains all over everywhere? And why do you say Gwen 'changed'? Did the Omnitrix turn her into some mutant?", quizzed Ben.

"Never mind, Ben.", sighed the mature adult. "I'll tell you when you're older, okay?".

"But why can't you tell me now?", pleaded Ben.

"Cause you're an immature dweeb, that's why!", countered his cousin, Gwen.

"Takes one to know one!", Ben cracked, as he made faces at Gwen. "Nah Nah!"

"Oh!", said Gwen, exasperated, as she turned away from Ben.

Ben then examines the Omnitrix on his wrist, testing it.

"Hey", moaned Ben. "It's not working right! You broke it!"

"Well, good riddance, Ben! At last we're rid of it!", commented grandfather.

"But why would Gwen have broken it?", inquired Ben.

"My guess is it wasn't designed to handle a female body, what with all the...well, never mind.", said grandfather matter-of-factly.

"With all the what?", asked a clueless Ben.

"Never mind!", both Grandfather Max and Gwen exclaimed in unison.

"Oh, granddad", asked Gwen, nicely. "We're going to have make a stop. At the store. You know."

"What? Oh, sure, pumpkin! I mean, my little girl. Excuse me, big girl!"

"You're never going to tell me what this is all about, are you?", said a deflated Ben.


End file.
